Knowledge Base

Q:

Can the executive director also serve on our organization’s board of directors?

A:

Yes and no. In most states it is legal for executive directors, chief executive officers, or other paid staff to serve on their organizations' governing boards. But it is not considered a good practice because it is a natural conflict of interest for executives to serve equally on the entity that supervises them.

Because board members serve in an oversight role, some potential conflicts with the executive director are:

Evaluation of performance and compensation of key staff, including the executive director's

Staff cuts

Budget allocations

Programming changes

Executive directors should attend and/or participate in discussions at board meetings, however. Their presence is essential because they likely know the most about:

The organization’s mission and programs

Finances

Staff roles and competencies

It can be good practice to include the executive director as an ex-officio (non-voting) member of the board so that they may participate in board meetings but still avoid the appearance of any conflicts of interest.

In cases where the executive director might still have a seat on the board, it’s important to have an effective conflict of interest policy. This policy should state when it is necessary for any board member, including the executive director, to recuse themselves from certain votes or discussions where a conflict of interest may exist.